2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 7 - Meetings
Part 1 - General Provisions
§ 14-3-705. Notice of Meeting

1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
2. Any notice that conforms to the requirements of subsection (c) of this Code section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (2) of subsection (c) of this Code section must be given as provided in subsection (c) of this Code section.
3. Notice is fair and reasonable if:
   1. The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date;
   2. Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section 14-3-855, 14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and
   3. Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
4. Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Code Section 14-3-707, however, notice of the adjourned meeting must be given under this Code section to the members of record as of the new record date.
5. When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
   1. Requested in writing or by electronic transmission to do so by a person entitled to call a special meeting; and
   2. The request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

(Code 1981, §14-3-705, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2000, p. 1589, § 4; Ga. L. 2004, p. 508, § 33.)

- Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.

This provision is based on the Model Act. It requires that notice of members' meetings be given in compliance with the corporation's articles and bylaws and in a "fair and reasonable manner." Subsection (c) provides a safe harbor method of ensuring that the notice is fair and reasonable. Notice that does not conform to subsection (c) procedures may still be fair and reasonable under the circumstances, except that the requirements of subsection (c)(2) must be met. Subsection (c)(1) is intended to accommodate the practice of some nonprofit corporations that take advantage of special mailing privileges to send notice to members. In such cases, when first-class or registered mail is not used, the notice must be sent at least 30 days before the meeting date, as opposed to the normal 10-day period. This rule applies regardless of the number of members. Compare section 14-3-141(c), which permits written notice by other than first-class mail if the corporation has more than 500 members. Under this general notice provision, just as under section 14-3-705, such notice must be mailed at least 30 days prior to the meeting. Section 14-3-705(c)(1) is not limited to corporations with more than 500 members.

The safe harbor provision of subsection (c) distinguishes between annual, regular and special meetings in that notice of special meetings must include a description of the matter or matters that will be considered at the meeting. Notice of regular or annual meetings need not include a description of matters to be considered, unless a matter to be considered is governed by any of the Code sections listed in subsection (c)(2).

In determining whether notice is fair and reasonable under the circumstances, past practice is relevant but not necessarily determinative. In addition to being fair and reasonable, notice procedures must comply with the corporation's bylaws.

For purposes of interlocutory injunctive relief, the trial court properly found that the second of two factions controlled a nonprofit corporation. There was evidence that the corporation, a temple, had members, consisting of people who regularly attended the temple and participated in its events; furthermore, there was evidence that the members had been properly notified of an annual meeting and that more than 50 percent of the members appeared at the meeting and voted unanimously to elect the second faction to the board of directors. Nguyen v. Tran, 287 Ga. App. 888, 652 S.E.2d 881 (2007).